ACKNOWLEDGEMENT OF ASSUMPTION OF LEASE
ACKNOWLEDGEMENT OF ASSUMPTION OF LEASE dated as of this 28 day of June,
1999, by and among BOSTON PROPERTIES LIMITED PARTNERSHIP (as
successor-in-interest to the Trustees of 00 Xxxxxxxx Xxxxxx Trust, "Landlord"),
MOLDFLOW PTY. LTD, an Australian corporation registered to do business in
Connecticut ("Assignor") and MOLDFLOW CORPORATION, a Delaware corporation
("Assignee").
R E C I T A L S
By Lease dated October 15, 1996 (the "Lease"), Landlord did lease to
Assignor and Assignor did lease from Landlord certain premises in the building
known as and numbered 00 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx, all as more
specifically described in the Lease (hereinafter referred to as the "Premises").
Effective as of July 1, 1999, Assignor will assign and Assignee will
assume all of Assignor's liabilities, rights and obligations under the Lease
(such assumption by Assignee being hereinafter referred to as the "Assumption").
Landlord desires to acknowledge Assignee's assumption of Assignor's
obligations under the Lease upon the terms and conditions contained in this
Acknowledgement of Assumption of Lease (the "Acknowledgment").
NOW, THEREFORE, in consideration of One Dollar ($1.00) and other good and
valuable consideration, paid by each of the parties hereto to the other, the
receipt and sufficiency of which are hereby acknowledged, and in further
consideration of the provisions herein, Landlord, Assignor and Assignee hereby
agree as follows:
1. Landlord, Assignor and Assignee hereby acknowledge and agree that the
Assumption constitutes an assignment by Assignor and an assumption by
Assignee of Assignor's rights and obligations under Section 5.6.1 of the
Lease.
2. Assignee shall be directly bound and fully liable to Landlord for all of
the obligations of Assignor under the Lease, both prior to and subsequent
to the Assumption, including, without limitation, the obligation to pay
rent, additional rent and all other charges in the full amount, in the
manner and at the times provided for under the Lease.
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3. Notwithstanding the provisions of Section 5.6.6 of the Lease regarding the
joint and several liability of Assignor and Assignee (which such
provisions are expressly waived by Landlord in connection with this
Assumption), Landlord hereby releases and discharges Assignor from any
obligations and responsibilities under the Lease effective as of July 1,
1999.
4. Landlord's execution of this Acknowledgement shall not constitute a
consent or acknowledgement to any future assignment of the Lease or
subletting of the Premises which shall be subject to the terms of Sections
5.6 through 5.6.6.
5. All capitalized terms and words used in this instrument shall have the
same meaning as set forth in the Lease unless a contrary meaning is
expressly set forth herein.
6. Except as expressly provided herein, the Lease and the terms and
provisions thereof, shall remain unchanged and in full force and effect.
7. This Acknowledgment may be executed in several counterparts, each of which
shall be deemed to be an original but all of which shall constitute one
and the same agreement.
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EXECUTED under seal as of the date and year first above written.
LANDLORD
BOSTON PROPERTIES LIMITED
PARTNERSHIP
By: Boston Properties, Inc., its
general partner
By: /s/ Xxxxxx X. Xxxxx
--------------------------
Name: Xxxxxx X. Xxxxx
------------------------
Title: Vice President
-----------------------
ASSIGNOR
MOLDFLOW PTY. LTD
By: /s/ Xxxx Xxxxxx
------------------------
Name: Xxxx Xxxxxx
----------------------
Title: Director
---------------------
ASSIGNEE:
MOLDFLOW CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
------------------------
Name: Xxxxxxx X. Xxxxxx
----------------------
Title: Vice President
---------------------
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